Inland Real Estate Corporation Stockholders Approve Acquisition by Funds Managed by DRA Advisors LLC
March 23 2016 - 4:10PM
Business Wire
Inland Real Estate Corporation (NYSE: IRC) (“the Company” or
“IRC”) announced that its common stockholders approved at a special
meeting held today, the merger between the Company and Midwest
Retail Acquisition Corp., an indirect wholly owned subsidiary of
DRA Growth and Income Fund VIII, LLC and DRA Growth and Income Fund
VIII (A) (the “Merger”), and other transactions contemplated by the
Agreement and Plan of Merger, dated as of December 14, 2015 (the
“Merger Agreement”).
Now that stockholder approval has been obtained, subject to the
satisfaction or waiver of the remaining customary closing
conditions set forth in the Merger Agreement, the Merger is
currently anticipated to close on or about March 29, 2016, at which
time each share of the Company’s common stock will be converted
into the right to receive $10.60 in cash, without interest and less
applicable withholding taxes. Shortly after the completion of the
Merger, IRC stockholders of record will receive a letter of
transmittal and instructions on how to submit their certificates
representing the Company’s common stock in exchange for the merger
consideration. Each stockholder should wait to receive such
documents before attempting to transmit any certificates.
The Merger Agreement also requires the post-Merger surviving
company to exercise its special optional redemption right with
respect to all of the Company’s issued and outstanding 8.125%
Series A Cumulative Redeemable Preferred Stock and 6.95% Series B
Cumulative Redeemable Preferred Stock within 15 days after the
closing of the Merger.
About Inland Real Estate Corporation
Inland Real Estate Corporation is a self-advised and
self-managed publicly traded real estate investment trust (REIT)
focused on owning and operating open-air neighborhood, community,
and power shopping centers located in well-established markets
primarily in the Central and Southeastern United States. As of
December 31, 2015, the Company owned interests in 132 fee simple
investment properties, including 36 owned through its
unconsolidated joint ventures, with aggregate leasable space of
approximately 15 million square feet. Additional information on
Inland Real Estate Corporation is available at
www.inlandrealestate.com.
About DRA Advisors LLC
DRA Advisors LLC (DRA) is a registered SEC investment advisor
with $7.0 billion of assets under management, headquartered in New
York with offices in San Francisco and Miami. DRA has been in
existence for 30 years with investors that include public and
corporate pension funds, endowments, foundations and financial
institutions. As of December 31, 2015, DRA has invested in
properties valued in excess of $23.7 billion. Additional
information on DRA Advisors LLC is available at www.draadvisors.com.
Forward Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that do not reflect historical facts and
instead reflect our management’s intentions, beliefs, expectations,
plans or predictions of the future. Forward-looking statements can
often be identified by words such as “seek,” “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “may,” “will,” “should” and
“could.” Examples of forward-looking statements include, but are
not limited to, statements that describe or contain information
related to matters such as management’s intent, belief or
expectation with respect to our financial performance, investment
strategy or our portfolio, our ability to address debt maturities,
our cash flows, our growth prospects, the value of our assets, our
joint venture commitments and the amount and timing of anticipated
future cash distributions. Forward-looking statements reflect the
intent, belief or expectations of our management based on their
knowledge and understanding of our business and industry and their
assumptions, beliefs and expectations with respect to the market
for commercial real estate, the U.S. economy and other future
conditions. Forward-looking statements are not guarantees of future
performance, and investors should not place undue reliance on them.
Actual results may differ materially from those expressed or
forecasted in forward-looking statements due to a variety of risks,
uncertainties and other factors, including but not limited to the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, and the risk
that the Merger Agreement may be terminated in circumstances that
require the Company to pay a termination fee of $30 million plus
expenses; the outcome of any legal proceedings that may be
instituted against the Company related to the Merger Agreement or
any of the transactions contemplated by the Merger Agreement; the
failure to satisfy the conditions to completion of the transactions
contemplated by the Merger Agreement, including the failure of the
Parent Parties to consummate their necessary financing
arrangements; risks that the Merger disrupts current plans and
operations of the Company and the potential difficulties in
employee retention as a result of the proposed transactions; the
effects of local, national and global economic, credit and capital
market conditions on the economy in general, and other risks and
uncertainties; including but not limited to the risks listed and
described under “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2015, as filed with the
Securities and Exchange Commission (the “SEC”) on February 26,
2016, as they may be revised or supplemented by us in subsequent
Reports on Form 10-Q and other filings with the SEC. Except as
otherwise required by applicable law, the Company disclaims any
obligation or undertaking to publicly release any updates or
revisions to any forward-looking statement in this release to
reflect any change in the Company’s expectations or any change in
events, conditions or circumstances on which any such statement is
based.
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version on businesswire.com: http://www.businesswire.com/news/home/20160323006457/en/
Inland Real Estate Corporation Contact:Dawn BencheltAssistant
Vice President, Director of Investor
Relations888-331-4732ir@inlandrealestate.comorFor DRA Advisors
LLC:Paul McEvoy or Adam
Breen212-697-4740pmcevoy@draadvisors.comabreen@draadvisors.com
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